On December 21, 2012, Agenus Inc., a Delaware corporation (the "Company"), entered into an Amended and Restated At Market Sales Issuance Agreement (the "Amended and Restated Sales Agreement") with MLV & Co. LLC (the "Sales Agent") to increase the number of shares of Common Stock available for offer and sale under the Company's existing at-the-market sale arrangement with the Sales Agent to an aggregate of ten million shares.

Pursuant to the Amended and Restated Sales Agreement, sales will be made only upon instructions by the Company to the Sales Agent, and the Company cannot provide any assurances that it will issue any shares pursuant to the Agreement.

(d) Exhibits

Exhibit No.       Description of Exhibit

10.1              Amended and Restated At Market Issuance Sales Agreement between
                  Agenus Inc. and MLV & Co. LLC, dated December 21, 2012. Filed as
                  Exhibit 1.2 to our Registration Statement on Form S-3, filed as
                  of the date hereof, and incorporated herein by reference.